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                                                                   EXHIBIT 10.10

 

                              ENDORSEMENT AGREEMENT

 

      THIS ENDORSEMENT AGREEMENT ("Agreement") is effective as of this 1st day

of December 2003, by and between GREG NORMAN, of 501 North A1A, Jupiter, FL

33477 ("Norman") AND RITZ INTERACTIVE, a Delaware Corporation with offices at

2010 Main Street, Suite 400, Irvine, California 92614 ("RII"). (Each or both of

which shall hereinafter be referred to as the "PARTY" or "PARTIES,"

respectively).

 

                                    RECITALS:

 

      RII desires to obtain the right to use the name, likeness, and endorsement

services of Norman in connection with the advertisement and promotion of RII's

e-commerce website.

 

      The endorsement by Norman of RII's e-commerce website and business is of

commercial value.

 

      RII and Norman wish to enter into an agreement to cooperate and coordinate

the marketing of Norman's endorsement with RII's e-commerce website and

business.

 

      NOW, THEREFORE for and in consideration of the foregoing, and the mutual

covenants and agreements set forth herein, the Parties hereby agree as follows:

 

1. DEFINITIONS.

 

      The following terms shall be defined in the Agreement as follows:

 

      a)     "CONTRACT PERIOD" means that period of time commencing on December

            1, 2003 and terminating on November 30, 2008 unless sooner

            terminated or extended under this Agreement.

 

      b)     "CONTRACT YEAR" means a 365 (or 366 if applicable) day period,

            commencing on December 1, 2003.

 

      c)     "CONTRACT TERRITORY" shall be worldwide.

 

      d)     "E-COMMERCE PORTAL" shall mean, any e-commerce websites owned and/or

            operated by RII during the Contract Period, including, but not

            limited to, those websites ("Existing Websites") listed in Schedule

            A attached hereto; provided, however, except for the Existing

            Websites (which will always be deemed included within the E-commerce

            Portal), the E-commerce Portal shall not include any non Existing

            Websites of RII ("Future Websites") to the extent such Future

            Websites are competitive with any websites owned or operated by

            parties with whom, after the date of this Agreement, Norman enters

            into a business relationship as to the sale of goods, products or

            services competitive with goods, products or services offered for

            sale on the Future Websites.

 

       e)     "NORMAN IDENTIFICATION" shall mean any words, symbols, photographic

            or graphic representations, and Norman's signature, statements by

            Norman or combination thereof which identify Norman such as, for

            example, Norman's name, voice, nickname, likeness, and anything else

            that identifies Norman. Subject to the terms of Paragraph 2 hereof,

            the Norman Identification shall not include the Shark Logo owned by

            Great

 

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             White Shark Enterprises, Inc, and exclusively licensed to Reebok

            International Ltd.

 

      f)     "RIGHTS" shall mean all of the endorsement rights, services and

            other rights and benefits granted to RII in this Agreement

             (including the right of personal and advertising services as stated

            in Paragraph 7 of this Agreement).

 

      g)     "RII COMPETITOR" is any person or entity that in any way competes

            with the RII E-commerce Portal.

 

      h)     "RII PARTIES" is RII, Ritz Camera Centers, Inc., and any Affiliates

            of RII. For purposes of this Agreement, "AFFILIATES" means any other

            person or entity that directly or indirectly through one or more

            intermediaries, controls, is controlled by or is under common

            control with, RII.

 

      i)     "$" shall mean the lawful currency of the United States of America

            unless otherwise specified.

 

2. ENDORSEMENT AND GRANT OF RIGHTS. During the Contract Period:

 

      a)     Subject to the terms of Paragraph 7 below, Norman will provide and

            make available to RII the services, initiatives and programs

            described in Schedule B attached hereto (the "Endorsement

            Services"); and

 

       b)     Norman grants to RII the exclusive right and license (the "License

            Rights") to use the Norman Identification during the Contract Period

            and throughout the Contract Territory in connection with the

            advertisement and promotion of RII and the E-commerce Portal;

 

            RII acknowledges that those companies whose products RII sells

            through its E-commerce Portal, i.e., Nikon, Shimano, (or private

            label), are not permitted to utilize the Norman Identification, in

            either a direct or implied fashion, to suggest that Norman endorses

            their products or services. The License Rights are exclusive to RII

            and the E-commerce Portal.

 

3. EXCLUSIVITY. Norman expressly agrees and undertakes that:

 

      a)     The right to use the Norman Identification has not been previously

            granted nor will it be granted to anyone other than RII for use

            during the Contract Period within the Contract Territory in

            connection with the advertisement, promotion and sale of products

            and services which are the same as or similar to any of the

            E-commerce website listed in Schedule A;

 

      b)     Norman will not enter into any arrangement or agreement, which

            enables any RII Competitor to sponsor or in any way to be seen to

            support or be endorsed by Norman (whether by using the Norman

            Identification, Norman providing services similar to the Norman

             Services, or otherwise) during the Contract Period within the

            Contract Territory. Notwithstanding the foregoing, it is understood

            that Norman will be free to enter into an affiliation with

            interactive groups/entities which are predominantly content based,

            i.e., Sportsline, AOL, and further that Norman shall be free to

            enter into an affiliation with companies whose products RII sells

            through its E-commerce Portal;

 

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Anything herein to the contrary notwithstanding, RII shall not have the right to

utilize the Norman Identification except to the extent specifically authorized

by this Agreement.

 

4. GRANT OF RII STOCK OPTIONS. Concurrent with the execution of this Agreement,

RII will grant to Norman an option (the "Stock Option Agreement") entitling

Norman, upon Norman's full vesting under the terms and conditions described

therein, to purchase one million five hundred thousand (1,500,000) shares of the

common stock of RII, which amount represents approximately five percent (5%) of

the issued and outstanding shares of the capital stock of RII determined on a

fully diluted basis as of the date of this Agreement.

 

5. FURTHER ENDORSEMENT RELATIONSHIPS.

 

Without limiting any aspects of this Agreement, the Parties agree to discuss in

good faith Norman's involvement in additional activities not covered by this

Agreement, which could be of mutual benefit.

 

6. PAYMENTS.

 

Norman may elect to have payments due Norman hereunder made by check, wire

transfer, or bank transfer. Unless such election is made in writing, all

payments shall be made by check, drawn to the order of Norman or its designated

entities and delivered to Bessemer Trust Company of Florida, 222 Royal Palm Way,

West Palm Beach, FL 33480. Past due payments (i.e., payments due more than

thirty (30) days after RII's receipt of the applicable invoice) shall bear

interest at the rate of one (1%) percent per month.

 

7. NORMAN'S ENDORSEMENT SERVICES AND OUTSIDE PERSONAL APPEARANCES.

 

(a)    Subject to Norman's schedule (taking into account his professional golfing

      and other business and personal activities) and Paragraphs 7 (b) and (c)

      below, Norman shall make himself and Norman's Personnel (as defined below)

      available from time to time during the Contract Period at his Principal

      Place of Business (as defined below) in connection with the performance of

      Endorsement Services.

 

(b)    To the extent that RII requests that Norman appear at a location other

      than his Principal Place of Business (an "Outside Personal Appearance") in

      connection with the performance of Endorsement Services other than those

      specified in Paragraphs 1 and 2 of Schedule B, Norman will make himself

      available to RII for one (1) full day each Contract Year. The timing and

      place of such Outside Personal Appearance(s), and any personal and service

      days in addition to those stated herein shall be at the discretion of

       Norman and subject to further compensation as agreed between Norman and

      RII.

 

(c)    To the extent that RII requests that Norman make an Outside Personal

      Appearance in connection with the performance of the Endorsement Services

      specified in Paragraph 2 of Schedule B, Norman will make himself available

      to RII for up to five (5) full days during the term of this Agreement. Any

      personal and service days in addition to those stated herein shall be at

      the discretion of Norman and subject to further compensation as agreed

      between Norman and RII.

 

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(d)    For each Outside Personal Appearance to be made by Norman under Paragraphs

      (b) and (c) of this Paragraph 7:

 

      i)     RII shall reimburse Norman for all reasonable first class

            out-of-pocket expenses incurred by Norman. Without limitation to the

            foregoing, RII will reimburse Norman for his air travel expenses (A)

            which for purposes of Outside Personal Appearances made by Norman

            under Paragraph (b) of this Paragraph 7, shall be calculated at a

            rate of either (1) four thousand ($4,000) dollars per hour for

            operation of Norman's private aircraft or (2) one thousand five

            hundred ($1,500) dollars per hour for operation of Norman's private

            helicopter and (B) which for purposes of Outside Personal

            Appearances made by Norman under Paragraph (c) of this Paragraph 7,

             shall (unless otherwise agreed) be calculated at a first class

            ticket rate. Norman shall be provided with superior hotel suite

            accommodation and standard rooms for four (4) members of Norman's

            staff.

 

      ii)    RII shall give Norman not less than thirty (30) days' nor more than

            sixty (60) days notice of the time and place RII desires Norman to

            appear at an Outside Personal Appearance.

 

      iii)   No such Outside Personal Appearance day shall exceed a total of

            twelve (12) hours including travel time.

 

(e)    To the extent that RII requests that Norman make an Outside Personal

      Appearance in connection with the performance of the Endorsement Services

      specified in Paragraph 1 of Schedule B, Norman will make himself available

      so as to be able to properly discharge (in accordance with good corporate

      practices) his duties as a member of RII's Board of Director. RII

      represents that prior to the effective date of this Agreement, whenever

      possible and su